SEATTLE & IRVINE, Calif.--(BUSINESS WIRE)--April 23,
2006--Washington Mutual, Inc. (NYSE:WM), and Commercial Capital
Bancorp, Inc. (NASDAQ:CCBI) announced that they have entered into a
definitive merger agreement in which Washington Mutual will acquire
the outstanding shares of Commercial Capital in exchange for $16.00
per share in cash. The transaction is valued at approximately $983
million in aggregate.
The acquisition of Commercial Capital enhances Washington Mutual's
commercial and retail banking business in one of its core markets,
California, and further diversifies the company's asset generation and
earnings. The acquisition is also expected to add attractive assets
with higher risk-adjusted rates of return to Washington Mutual's
balance sheet without any negative effect on Washington Mutual's
"Today's transaction strengthens our already solid position in the
attractive California multifamily and small commercial real estate
lending markets," said Kerry Killinger, Washington Mutual chairman and
chief executive officer. "Commercial Capital is the third largest
multifamily lender in California and has had an eight-year record of
strong growth and excellent credit performance. Its production team is
recognized as an industry leader and we look forward to offering the
broader Washington Mutual product line to Commercial Capital's
Killinger added: "The transaction provides us additional
opportunities for household acquisition, deposit growth and increased
retail product cross-sell to Commercial Capital's existing retail
customer base. And we believe that there are significant operating
efficiencies to be gained by bringing our two very similar operations
together, with very low integration risk."
Stephen H. Gordon, chairman and chief executive officer of
Commercial Capital Bancorp, Inc., commented, "The merger with
Washington Mutual is an attractive financial transaction for our
shareholders and links our company with one of the preeminent banking
organizations in the country. We believe our core lending and retail
banking units will integrate smoothly with Washington Mutual."
The companies noted that the clients of Commercial Capital should
expect business as usual. At this time, their accounts, policies and
payment procedures remain unchanged.
Washington Mutual expects the transaction to add $.04 per share on
a GAAP basis to the company's 2007 earnings. The acquisition is
expected to be completed in the third quarter of 2006 and is subject
to approval of Commercial Capital shareholders and regulatory
Washington Mutual was represented in the transaction by its legal
advisors Simpson Thacher & Bartlett LLP. Commercial Capital was
represented in the transaction by its financial advisors Credit Suisse
Securities (USA) LLC and Sandler O'Neill & Partners L.P. and legal
advisors Patton Boggs LLP.
About Washington Mutual
Washington Mutual is one of the nation's leading consumer and
small business banks. At March 31, 2006, Washington Mutual and its
subsidiaries had assets of $348.67 billion. The company was
established in 1889 and currently operates more than 2,600 consumer
and small business banking stores throughout the nation. Washington
Mutual's press releases are available at www.wamunewsroom.com.
About Commercial Capital Bancorp, Inc.
Commercial Capital Bancorp, Inc. is a diversified financial
services company with $5.5 billion of total assets, at December 31,
2005. Commercial Capital Bancorp provides depository and lending
products and services under the Commercial Capital Bank brand name,
and provides 1031 exchange services to income property investors
nationwide under the TIMCOR Exchange Corporation, North American
Exchange Company and Lawyers Asset Management brand names.
This press release and statements made by Washington Mutual's or
Commercial Capital Bancorp's management may contain forward-looking
statements regarding the companies, the proposed merger and the
effects of the proposed merger on the companies. These statements
speak only as of the date they are made. The companies undertake no
obligation to revise or publicly release any revision or update to
these forward-looking statements to reflect events or circumstances
that occur after the date on which such statements were made. There
are a number of factors, many of which are beyond the control of the
companies that could cause actual conditions, events or results to
differ materially from those described in the forward-looking
statements. Some of these factors are described in detail in
Washington Mutual's Form 10-K for 2005 and in Commercial Capital
Bancorp's Form 10-K for 2005 and, with respect to the proposed merger,
include, but are not limited to, the following factors: governmental
approval of the merger may not be obtained or adverse regulatory
conditions may be imposed in connection with governmental approvals of
the merger; the stockholders of Commercial Capital Bancorp, Inc. may
fail to provide the required approval to consummate the merger.
This press release may be deemed to be solicitation material with
respect to the proposed acquisition of Commercial Capital Bancorp,
Inc. pursuant to the merger. In connection with the proposed
transaction, Commercial Capital Bancorp, Inc. will file a proxy
statement with the SEC to be distributed to the shareholders of
Commercial Capital Bancorp, Inc. in connection with their vote on the
merger. SHAREHOLDERS OF COMMERCIAL CAPITAL BANCORP, INC. ARE
ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement will
be mailed to shareholders of Commercial Capital Bancorp, Inc.
Investors and security holders will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition,
investors may obtain free copies of the documents filed with the SEC
by the companies by contacting: Investor Relations, Commercial Capital
Bancorp, Inc., 8105 Irvine Center Drive, 15th Floor Irvine, CA 92618,
telephone: 949-585-7500 or by visiting the Commercial Capital
Bancorp's website at www.commercialcapital.com, or from Washington
Mutual at www.wamu.com.
Commercial Capital Bancorp, Inc. is not currently engaged in a
solicitation of proxies of the security holders of Commercial Capital
Bancorp, Inc. in connection with Washington Mutual, Inc.'s proposed
acquisition of Commercial Capital Bancorp, Inc. If a proxy
solicitation commences, Commercial Capital Bancorp, Inc. and its
directors and executive officers and other members of management and
employees may be deemed to participate in the solicitation of proxies
in respect of the proposed transactions. Information regarding
Commercial Capital Bancorp's directors and executive officers is set
forth in its proxy statement dated March 28, 2006, which is available
at the SEC's website, www.sec.gov or by contacting Commercial Capital
Bancorp, Inc at the telephone number set forth above.
CONTACT: Washington Mutual
Alan Gulick, 206-377-3637 (Media)
Alan Magleby, 212-326-6019 (Investor Relations)
Commercial Capital Bancorp, Inc.
Jeff Leonard, 949-585-7557 (Investor Relations)
SOURCE: Washington Mutual, Inc.